And Death Shall Come
by Scottenkainen
Summary: Amazing Spider-Man issue 90 re-mixed! See Peter and Gwen married and Doc Ock retired. But who's that attacking Peter, then...?
1. Chapter 1

November 1970.

"Have to break my fall or I'm done for!" Peter thought as he hurtled through the air toward the pavement below. "Almost out of web fluid!" Looking up for a target, Peter could see the person who appeared to be Dr. Octopus was still standing on the building's ledge, his mechanical tentacles telescoped out over the ledge and flailing slowly. Peter made one last shot, his supply of web fluid enough to lash out and stick to the wall one story above where he had just fallen past. Turning his downward momentum into horizontal momentum, Peter swung hard toward the wall and was very thankful a window happened to be in that spot instead of bricks. In a shower of broken glass, Peter tumbled into the room and upset a desk and chairs. He tumbled out of his fall and leapt unto the back wall of the room and braced himself for more, as his "spider-sense" was warning him of more danger. Sure enough, the tentacles were following him through the open window. "Nuts!" Peter exclaimed out loud. "How far can those arms of his reach?"

The arms flailed about more wildly as they moved through the room, as if living things searching for their foe. It was a frightfully real possibility rather than just a simile, as the arms did not move or sound like Dr. Octopus' mechanical arms of old, but glided silently and fluidly across the room towards where Peter waited on the far wall. Peter was breathing heavy, winded and aching badly from the beating he had taken from this man's hands and arms.

Peter weighed his options carefully. All four tentacles were in the room now, so his foe could not be using them to anchor himself. One good tug might pull "Doc Ock" off the ledge and give Peter time to turn the tables on him. Yet "Doc" had shown incredible strength in this last fight, far greater than the real Dr. Octopus ever had. The fight had gone on so long and Peter was so tired. If only he had more time to catch his breath.

Two tentacles wriggled back out the window, probably to help "Doc" scale down the wall after him. His chances for getting in a breather were rapidly diminishing. Thoughts of discretion and valor came to Peter's mind as he fished a "spider-tracer" out of his belt. He flung it so it would stick to the nearest tentacle and then had to dodge as the tentacle struck the wall where he had just been with enough force to go right through it. Peter leapt out of the room's doorway and beat a retreat down the corridor outside the room. Startled office workers, coming to investigate the commotion in what should have been an empty office, drew back and hugged the walls.

"Hey, it's Spider-Man!" someone exclaimed.

"Do not go in there!" Peter warned them as he moved quickly to the stairwell, changed floors to elude pursuit, and exited through an outside window on the other side of the building before what few people he encountered along the way could do more than gape in astonishment. Once outside, he paused on the side of the building. His first thought had been to flee, but now that the danger seemed less imminent, he felt ashamed by his impulse. What if "Doc" came through the building after him and harmed innocent people inside?

That clinched it. Peter raced up the wall of the building to the roof, braced for combat. Peter jumped over the edge of the roof, hoping to take his opponent off-guard, but saw no one. For all his bravado, he really knew there would be no one. His "spider-sense" detected neither danger nor even the proximity of his "spider-tracer" anymore to set it off. He looked over the ledge where "Doc" had been standing before tossing him off the roof, but there was no sign of the man anywhere. Peter sat down on the roof, bending slowly to avoid his body's soreness that he had been ignoring up until now. He unclipped from his belt his mobile phone. It was a special phone all members of the Fantastic League of Avengers carried and Peter was glad to see it was undamaged from the fight. Every member was required to phone in when a criminal escaped them. It was an embarrassment he was loathe to suffer, but was thankful that the answering machine picked up. "Spider-Man reporting," Peter said. "I've got a doozy to report…"

After he was done relating the tale, Peter sat down the phone and took a long breath. He was about to pick his phone back up and put it away when it rang. Not expecting a call back so quickly, he was momentarily startled, but still picked up at the end of the second ring. It was Gwen on the other end.

"Are you alright?" Gwen asked. She was purposefully vague, as she wasn't technically supposed to be using this number except in an emergency.

"I'm okay now," Peter said. He heard Gwen give a sigh of relief into the phone.

"Thank God. I could see some of the fight from down here. I'm on the street out in front, sitting in Dad's car. He's here and asking if you're around, Peter."

Peter knew what this meant. Peter and Gwen had not told Captain Stacy about Peter's secret yet, telling him that Peter still photographed Spider-Man as a hobby to explain his appearance in the vicinity whenever Spider-Man was around. It was a deception in which her father seemed increasingly suspicious. "I'll be there soon," he told her.

"I have to go, bye," she said hurriedly. The mobile phones, rare as they were, were another secret they worked hard to keep. That Gwen had used hers with just the car for concealment meant she was especially nervous.

Peter used his web-shooter to fire a line of adhesive webbing at the neighboring building, held onto it tight as it started to harden, and launched himself into the air over the side of the building. This time, instead of the wild freefall, he performed a controlled swing that sent him sailing through the air with perfect precision. He started to run out of momentum just as he reached firing range of a flagpole and then swung from that on a second web-line. In this fashion he made his way back to where he had stashed his street clothes before going after "Doc Ock."

A short while later, Peter Parker was jogging back down the street to where a small crowd and only one police car remained at the scene of where the fight had just taken place. Peter was wearing his shirt open at the collar and a wide-lapelled jacket over it. He had resisted growing out a moustache like Gwen suggested, but did wear his sideburns longer for her. As comfortable as he was with looking like a nerd, Gwen wanted him fashionable. Gwen, wearing a chocolate brown blazer, tight black top, and polyester pants to match her blazer, was watching for Peter and rushed to meet him.

"Oh, Peter!" Gwen cried softly as she took him into her arms. "Are you sure you're okay?"

"I don't know," Peter said, leaning into her arms more because he had to instead of just wanting to. "I'm a little dizzy, actually. Feeling light-headed."

Gwen looked Peter over with worried eyes. "You've got a huge bruise on your jaw," she observed, pointing to the left corner of his face. "Dad can't see you like that."

"Too late," Peter said, spotting his father-in-law approaching them. He let go of his wife and steadied himself, trying to look as well as possible.

"I've been following you since I saw you head this way, Gwen," Capt. Stacy said. "What's wrong, son?" he asked Peter with serious concern. "Did you get hurt?"

"Tripped on the way here," Peter lied weakly, but rubbed his facial bruise as if to prove his story.

"My husband, the klutz," Gwen joked to cover, mussing up Peter's hair. Peter had to keep from wincing when she accidentally touched a sore spot on the back of his head.

"Perhaps he just hasn't licked that flu bug yet?" their father suggested, remembering their last excuse for Peter.

"Maybe you're right..." Peter started to say, but that was when his legs started to get wobbly and his vision blurred.

"Darling! Darling?" he heard Gwen saying. "Wake up!"

When Peter could see clearly again, he was sitting in the police car next to Gwen. She was holding his jacket with his costume hidden inside it balled up on her lap. She must have caught it when he started to fall.

"Is he going to need a doctor?" Dad was saying from the front seat.

"No, Dad," Gwen replied. "Musn't scare us like that, Mr. Parker," she added for Peter, admonishing him playfully.

"I feel like a fool, conking out that way!" Peter said.

"It's all right, my boy! It can happen to the best of us!" their dad said cheerily. "You simply overtaxed yourself too soon after your illness!"

"He'll get better once we're home," Gwen said. "I can look after him," she added, giving Peter a hug.

"I'm sure he'll be perfectly okay after that," their father said with a knowing smile.

For Peter, the smile seemed a little too knowing. He could not shake the feeling that Captain George Stacy, his caring father-in-law, suspected Peter was really Spider-Man. Hiding Peter's strength, speed, reflexes, and recuperative powers were challenging around someone as perceptive as Capt. Stacy, but Gwen and Peter had agreed to hide it from him. They said it was for Dad's own peace of mind, but secretly and selfishly they both regretted having kept it from him for as long as they had and did not want their lie found out. The regrets that went with the lying ran deeper in Peter, who had not told his Aunt May the truth before she died.

Peter realized he had been deep in thought for the entire ride to the apartment home of Mr. and Mrs. Parker. It was a nice home in a nice neighborhood, a little nicer than their salaries as interns in the police department forensics lab would have permitted, but Peter still made some money on the side with his photography and Dad helped whenever they came up short. It was, in so many ways, the dream life Peter had always wanted. When it came time to thank his father-in-law for the ride, the thank you sounded earnest and heartfelt. Capt. Stacy gave him a huge smile that wrinkled up his whole face.

"Thank you, son," he told Peter.

After they were left alone, Gwen immediately wanted to know details. She always felt all shivery when Peter told her of the dangers he faced as Spider-Man, but she had long since found that it was easier to deal with knowing than not knowing.

"What makes you think he wasn't really Doctor Octopus?" Gwen asked after he was done.

"Oh, he looked and sounded just like 'Doc Ock'," Peter said, "but not those arms. They may have looked like metal, but I'll swear they weren't mechanical. At least not at the technology level of Doc's original ones. But most of all I know it wasn't him because I just saw him yesterday. Dr. Otto Octavius is still recovering in the mental institution where he's been since our big fight that destroyed his mechanical arms about two and a half years ago."

"Could he be faking?" Gwen suggested. "Maybe he's built a new, better set while nobody's watching him?"

"I don't know," Peter said. "My hunch still says no. That still doesn't explain how Doc got so strong. I tell you, it was like he was just toying with me, the way he was batting me around."

Gwen took off Peter's shirt. "I'll say he was batting you around. You're bruised all over."

"But I feel a lot better," Peter said.

"You always do," she said. Then she added playfully, "do I help make you feel a lot better?" as she rubbed his chest.

Peter smiled and enjoyed the next 15 minutes as much as he could. There was always the concern in his mind about hurting Gwen. His strength had increased enormously since first becoming Spider-Man and, even though it seemed to have peaked sometime last year, he was still about 200 times stronger than her. She had been accidentally hurt before and that was just during foreplay. The guilt was just one more worry crowding his mind. But when Gwen noticed he was becoming less receptive, she immediately read the real reason.

"Sense of responsibility getting to you?" she asked.

"Yeah…" Peter confessed. "This Doc Ock imposter is still out there somewhere. I can't imagine why he's doing it or what he's hoping to achieve. This last time I didn't even catch him robbing anyplace. He didn't leave any clues I saw while I was phoning it in. It's like he was just waiting to ambush me on that rooftop."

"And no call back from the FLA yet?"

"Aw, they're all busy guys. I'm going to have to look into this alone for now."

"What about me?"

Peter turned quickly to look at Gwen with a look of surprise and concern. "You?"

"Well, why not? I don't have any weekend plans. Let me help you."

"Like how?" Peter asked, unconvinced.

Gwen thought about it for a half-minute. "I could stake out the mental institute. Watch for suspicious visitors or Dr. Octavius actually leaving."

"No way—"

"Why not?" Gwen asked with frustration. "You just said you didn't think this was really Dr. Octavius you were dealing with. Wouldn't you like to know for sure? How dangerous can it be?"


	2. Chapter 2

Peter knew that would be a hard argument to break. Perhaps a diversion…? "Wait," Peter said, thinking fast, "what about the protest rally we were going to attend today?"

"What about it?"

"Didn't you want to go?"

"It's not that important," she said, shaking her head. "I mean, I want to do my bit against air pollution, but we can do a lot more to stop this imposter than we can to stop that. And if this is more important to you than the rally, then it's more important to me too, Mr. Parker," she said in an imperious tone to show the discussion was over.

Peter sighed. "Okay, I guess you can watch the sanitarium."

"What will you be doing?"

"I don't know…" Peter said uncertainly. "I'm going to need to do something to give me an edge the next time I fight him. I was thinking about going to the police lab and doing some tinkering with my web fluid formula."

"All right, but call me if you're about to do something dangerous or stupid," she said with a smile as she pretended to punch his chin.

"If I'm about to do both, I'll call you twice," he said before kissing her gently.

Peter loaned his scooter to Gwen. He could reach the lab faster as Spider-Man, anyway, and the exercise always helped him think. It was while racing from rooftop to rooftop that Peter felt his phone vibrate in mid-swing on his web-line between buildings. He stopped after landing to answer it. It was surely too soon for Gwen to have more to report than traffic conditions, so unless there was an accident and she was hurt, this was business. "Spider-Man here," he answered.

"Iron Man here," the voice on the other end said. Of course, it was really the mystery pilot of the huge Iron Man armored battle suit speaking and not Iron Man itself, but Peter tried to pay no attention to what the voice sounded like. All members of the FLA were on their honor not to snoop into each others' secret identities.

Peter repeated details from the message he had left earlier, which "Iron Man" seemed familiar enough with that he had probably just listened to it. "Who's free to help?" Peter asked at the end.

"The FF are dealing with Unus the Untouchable," Iron Man responded. "Cap is helping Batman deal with something called the League of Assassins that might have a Baron Strucker connection. I don't know about everyone else yet, but I'm free and I can probably contact Superman quickly. What would you like us to do?"

Peter thought it over for another moment before answering. As brutal a foe as this new "Doc Ock" was, Peter felt ashamed to just palm him off on another superhero. Instead, he decided to ask for help with a hunch that had been in the back of his mind. "The only foe I'm used to dealing with who's a master of disguise is the Chameleon," Peter said. "Maybe he's somehow gained superpowers too?"

"My sources say the Chameleon is dead," Iron Man replied. "Killed by his Red masters for too many failures."

"You may have had more dealings with the Reds than me," Peter countered, "but I know the Chameleon. He might have faked his own death. Can you look into anything that can be traced back to him?"

"Sounds more like Batman's territory," Iron Man replied, "but I'll ask my contacts. Do you want me to have Superman come talk to you in person if he's free?"

"No, no…he can phone in and I'll let him know if I need back-up," Peter said. "Spider-Man out."

Gwen Parker needed the fresh air and time to think too. She had not wanted to say anything in front of Peter, but it really bothered her how he had been in bed. Mentally, she understood why he was so emotionally distant at such times. Ever since she had been hurt he was too cautious about getting carried away with her. She could deal with that and knew she would have to ever since she learned her fiancé had superhuman strength. What she could not deal with was how he never wanted to talk about it or pretended it wasn't happening. She had told him before they married that the only way it would work was if they had no secrets between them. Why was he treating this like a secret?

Gwen had weaved artfully through traffic, now as adept on the scooter as Peter was. She was glad to have reached Ward's Island, as it let her push back her worried thoughts and deal with the matter at hand.

The New York City Asylum for the Insane had stood on Ward's Island since 1902. It had been used to incarcerate and treat mentally ill super-criminals since 1957, when the state started separating them from legally sane criminals. Dr. Otto Octavius had been, despite his poor health, treated as a high-security risk guest for his first two years of admittance. It was only in the last six months that he had been downgraded to medium-security risk and allowed more privileges. He was a model patient – but then, he had always been a model prisoner too until his breakouts.

Security at the front gate was pretty tight, with an armed security guard interrogating her as to which prisoner she needed to see and whether she had legal business with or family relation to him. Though Gwen had neither, she did have a police badge and flashed it to the man along with a flirtatious smile to distract him from examining her badge.

At the front desk inside, Gwen flashed her badge and just a friendly smile at a female receptionist and said she had questions for Octavius in a police investigation. It was a flagrant abuse of her position and she was risking her job and her father's disapproval, but for Peter she could do it. She watched out the window as the receptionist made phone calls to the doctor in charge. Gwen was trying to work out a plan B in case her deception failed to fool the doctor when, as luck would have it, she spotted none other than Dr. Octavius outside.

"Never mind," Gwen told the receptionist quickly. "I'll just go out and ask the grounds staff. Thank you!"

Dr. Otto Octavius was a shadow of the spirited super-criminal he had once been. He moved slowly, walking through the crisp autumn air and pausing often to look up, as if admiring the colorful leaves. A security guard accompanied him on his walk, staying a few steps behind him. When Otto went to sit on a bench far from the main building, the guard just stood nearby and watched him.

Gwen observed from a distance, pretending to be admiring the hedges around the main building. She watched as a third man, a stranger in a black suit and matching hat with dark glasses, walked out towards the men she was watching. Gwen ducked on all fours behind a row of bushes that ran parallel to the third man's trajectory and she crawled along after him. Through the branches, she could see the man in the black suit slip some money to the security guard and watched the guard wander off.

"Now, Dr. Octopus," the man in the black suit said, "its time we continued our discussion."

"No, I don't want to talk to you," Dr. Octavius said meekly.

"I'm afraid you don't have any choice, Dr. Octopus," the man said. "I need to know more if I'm to beat Spider-Man for you. He's simply too maneuverable. I need to know how best to trap him."

"I don't know..." Dr. Octavius said.

"Come now," the man said, taking off his dark glasses. "You know you can't keep anything from me."

Gwen, without realizing what she was doing, inched forward to try to get a look at the man's face -- and then was heard. The man spun around and spotted Gwen through the brush. To Gwen's shock, the man's face was the face of Dr. Octopus -- the same as the man on the bench, but with all the hatred and anger that seemed drained from the face of the man on the bench.

"Well, we have company," the man who appeared to be Dr. Octopus said with an evil grin.

Before Gwen could react, she found something break through the branches and wrap around her. Gwen was pulled forcefully through the brush, scratched all over by the branches that gave way at her speedy passage. What was around her was a metal tentacle leading back up to the side of the black suit the stranger wore, though no tentacle had been there a moment ago. Though Gwen had now recovered her wits enough to struggle, it was hopeless and she found herself lifted effortlessly right in front of the still-seated, but visibly surprised, Dr. Octavius.

"Know this girl, Dr. Octopus?" the man in the black suit asked.

"...No," Dr. Octavius said after adjusting his glasses and looking closer.

"Then this girl just saw too much to live," the man in the black suit said as a second tentacle appeared out of nowhere and pinched Gwen's neck.

"Spider-Man will stop you!" Gwen managed to gasp out, intended as a final act of defiance. Thinking this was her last moment on Earth before her neck was snapped, she shut her eyes and watched as images of Peter, their friends, and family flashed across her mind's eye. Gradually it seemed, though really only a second later, Gwen realized she wasn't dead and that the tentacle at her throat was gone. She opened her eyes and saw the hateful face of the would-be Dr. Octopus right in front of hers.

"Really, my dear?" he asked. "Perhaps we should talk about how much you know first..."

"This just might take him by surprise," Peter thought to himself as he tested a small sample of web fluid. "The element of surprise may be the one thing that'll give me the edge the next time we meet. But I've got to be sure I can deliver the good just when and where I want to," he mused with his face resting in his hand. As soon as he saw the chemical reaction he was waiting for, he poured the modified web fluid into the cartridges of the web-shooter for his left wrist. "Now, all that remains is to find Doc Ock!" Peter whispered aloud to himself as he put his web-shooter back on and pulled his sleeve down over it.

Speaking his thoughts out loud was something Peter tended to do when he was really concentrating, so he was startled for the second time that day when a phone rang. This time it was the office phone. Since he was off-duty, he picked up and identified himself by his department instead of by name.

"Yeah, I'm looking for the world's most over-achieving forensic scientist, the one with the hot wife."

"Very funny, Harry," Peter responded to his best friend sarcastically. "How did you know to find me here?"

"Hey, where else am I going to find you at 4:30 on a Saturday when you're not at home, you workaholic? Do you have Gwen there too?"

"No, she's out running errands," Peter said semi-truthfully.

"Well, thank God you haven't turned her into a total recluse yet. MJ and I are going out tonight and want you Gwen to join us. You know, music and dancing? Remember those?"

"Of course, but what about the protest rally?"

"Oh, yeah, yeah, we'll be going there first, but how much fun is that going to be, right? We figured we'd cut out of there by 7 at the latest. This is just a head's up warning in case we don't see you there."

"Okay, I'll talk to Gwen about it and have her call you, okay? Hope to see you tonight, Harry. Bye."

A sense of finality washed over Peter as he hung up the phone. Had he just said his final good-bye to one of his best friends? It might be if he could not beat this new Doctor Octopus. The original had been one of his toughest foes, and this new version seemed like he could handle a whole regiment. Was that any reason to get all uptight about it? "You bet your sweet bippy it is," Peter whispered out loud as he checked the police blotter for any thefts or robberies the new Dr. Octopus might have been responsible for in the last three days. Then four. Then five. No good leads, Peter noted with some frustration. No robberies, thefts, or even murders with Ock's old M.O. Peter was planning to risk his life against this guy again and still didn't even know what was motivating this guy. A minute later, Peter was on the police station roof, pulling his mask over his head. "Maybe I've got plenty of reason to be worried," he said out loud to himself as he finished his costume change and hid his duffel bag with his clothes in it, but he added for good measure, "but I'm not gonna back out now!"

It was a motivational sentiment, but all the hard work of actually finding this new Dr. Octopus was still before him. His best bet was still the "spider-tracer," but he might also get lucky, he reckoned, and find the super-criminal engaged in…well, whatever he was up to. The vicinity of their last battle was his best starting point. When that didn't pan out, he triangulated across Manhattan's business districts, figuring they were prime target areas. "Oh well, the show must go on," Peter told himself after these initial failures, "as they say in Hollywood for whatever reason." On a whim, he decided to try Spanish Harlem, as it brought him closer to Ward's Island. Enough time had passed since he last saw Gwen that he was starting to worry about her and regretted agreeing that she could stake out the sanitarium. Peter sighed. "The biggest city in the world, and I've gotta find a one-inch tracer that could be anywhere," he complained out loud while resting on the side of a building. And his frustration only built as the hours started to tick past. "C'mon…" he said to himself later, "all I need is one tingle!"


	3. Chapter 3

Peter stood on the side of a building and looked out over Central Park

Peter stood on the side of a building and looked out over Central Park. No, he had a hunch that it was too open a place to find Doc Ock. Where next? Peter realized he was delaying leaving the neighborhoods closest to Ward's Island. He had a terrible feeling in his gut that sending Gwen to watch Dr. Octavius was a mistake. So he resolved to take a closer look before he resumed his search for the new Doc Ock. And if his gut was wrong…well, surely Gwen would not mind if he checked up on her a little. He hopped off a building and sprinted across the Ward's Island Bridge that connected the island to Harlem.

The sight of police cars around the entrance to the sanitarium and police tape on the lawn made Peter stop doubting his gut. Peter bounded to the scene in huge leaps, startling the policemen standing around talking by their parked cars. To Peter's surprise, he spotted his own father-in-law standing amongst them.

"What happened here?" Peter said in the deeper voice he used to try and fool George when he met his father-in-law in costume.

George Stacy stepped forward, putting himself between Peter and the officers who were starting to react more hostilely to his sudden presence. "Spider-Man," George said, "Gwen has been kidnapped! Someone looking like Dr. Octopus captured her. I've been trying to call her husband," George added with something like an accusatory sound in his voice. "We know it wasn't Dr. Octavius because he was seen here right afterward, but then he slipped away too."

"Do we know which way they went?" Peter asked, but no sooner did he ask when he felt his "spider-sense" begin to tingle. Looking around quickly, he saw no sign of danger and knew it was his "spider-tracer" he sensed. George was saying something that sounded depressingly negative, but Peter interrupted him. "They're still nearby."

Peter turned to leave, but George reached out for him. "Wait!" he said. "Where are they?"

Peter turned around slowly in a circle. He did not sense it from the sanitarium itself, nor from the way he had come. "I didn't pass them," he said out loud, "so that only leaves Randall's Island and Queens." Peter paused and listened to his "spider-sense." "They're in Queens," he said.

Someone started to say something incredulous, but George turned on them all and said, "Don't just stand there! Get all the Queens South precincts on the radio and alert them!"

Peter started to leave again, but was stopped. "No, wait!" George cried. "There's no place to web-swing from for blocks. Let me drive you there. I can get you into Queens faster."

Peter just stood there for a moment, weighing his options and clenching his fists in frustration over the delay. But it was only a moment that he hesitated before he said, "Fine, Stacy, but I'm riding on top. Come on!"

Minutes later, as motorists pulled over and pedestrians stayed off the street, they were treated to the unusual sight of a police car with its emergency lights flashing, siren wailing, and Spider-Man crouching on the roof. Peter strained with his senses like never before. His every nerve waited for that familiar tingle as they drove through the Jackson Heights neighborhood toward the East River and….Peter bent down over the partially rolled-down window and said, "I found them! I found them! I'm going up after them, but call in back-up! Call the Avengers too!" With that, Peter leapt into the air, shot a web-line up at a nearby building, an eight-story residential tower near the East River waterfront, and swung himself higher up into the air. He landed four stories up on the side of a building and crawled up the side of the wall as fast as he could. Swinging might have been faster, but he would conserve his web fluid for the battle that surely lay ahead. The signal was almost hurting his head as he reached the sixth floor. "I'm zeroing in like a buzz-bomb!" Peter said out loud, surprised at the rising intensity from his "spider-sense." "That room is what I'm after!" As Peter crawled to the edge of an open window, however, he saw only an empty room with ordinary furniture inside. "I don't get it!" he said to himself. "The tingling is stronger than ever."

An answer came quickly, as familiar tentacles snaked down the side of the building from the roof. Peter spotted the first one just as it bashed him on the side of the head. As he stood up on the wall to assume a better defensive stance, he smacked his head right into a second tentacle. A third one was already circling around his waist.

"He was waiting for me!" Peter admonished himself in his thoughts. "I was a fool to trust the tracer." He wriggled sideways out of the grip of the tentacle coiling about his waist, but he nearly did not escape and the pinchers on the end of the tentacle scraped at his skin through Peter's costume. The other two arms swirling about him were also trying to grapple him. At least they were not punching him in the head anymore, as Peter doubted he could take too many of those hits.

"Such a primitive homing device," the man who looked like Dr. Octopus was saying above him, "but one so easily used to bait my trap by magnifying its broadcast power and placing it in the room below. Now to show you I am more than a match for you!"

Peter was more than willing to match strength against strength again as soon as those tentacles with their enormous reach were no longer in the way. He ran up the side of one of the tentacles, but was not yet to the roof when another tentacle grabbed one of his wrists from behind him. Peter found himself being hauled quickly up over the top of the building and flung down hard onto the roof hard enough to leave an impression of himself in the roof beneath him. He could see "Doc Ock" in front of him, but he could hear someone beside him too. Turning his head, he was shocked to see Gwen lying next to him. Two metal bars were bent over her body and pinning her to the roof. She looked back at him, terrified, but Peter could not tell if she was more worried for herself or for him.

"I must confess it was slow of me not to realize sooner how useful a hostage would be," the man who looked like Dr. Octopus said. "Now I think you will not run away from this battle."

Peter wanted to retort with all kinds of things, but with Gwen in such obvious jeopardy, there was no time. He fired some fast shots of webbing straight at "Doc's" face in order to put "Doc" on the defensive and block them with his tentacles. That gave Peter time to grab one of the metal bars pinning Gwen to the roof and wrench it half-free. He would have done more, but a tentacle scooped him away while another tentacle soon snagged his other wrist. A third tentacle was grabbing for his other hand and, while Peter was busy dodging that, the fourth tentacle came into play, clobbering him on the shoulder. Peter was particularly eager to keep his hands free, as things had happened so quickly that he had yet to make a last-minute adjustment to his web-shooters that his plan required. He quickly adjusted the shooter on his held wrist and wondered if this would work with just half of his webbing. "Everything depends on it!" he thought to himself. "Can't let him hold me! I can't!"

It felt like he was going to break his own wrist, but Peter managed to wrench it free from the pincers holding it. He jumped away, but those tentacles were practically swarming around him already. He leaped over one as it tried to sweep his feet out from underneath him. Another tentacle tried to come down on his skull, but Peter dodged and the tentacle smashed through a skylight.

"I tire of your acrobatics," the man who looked like Dr. Octopus said. "You are only delaying the inevitable." He glanced over to where Gwen Stacy was slowly wriggling herself free from her trap. "Perhaps I should make use of my hostage to force you to hold still…?" he asked as one of his tentacles snaked towards Gwen.

Gwen struggled in vain to keep away from the tentacle that was almost on top of her, but her legs were not yet free. She fought to keep from screaming, but she did not have the strength left inside her to resist the urge.

"No!" Peter yelled as he webbed that menacing tentacle to the rooftop. Instead of web-lines, his shooters were set to spray webbing. He sprayed a wide fan-like spray of thick webbing over every tentacle that came near him until his shooters were almost empty.

"Fool!" the man who looked like Dr. Octopus cried. "Your webbing cannot stop me when I can snap it like harmless thread!" he then proceeded to demonstrate by tearing his tentacles away from every surface they were stuck to, even if some of the roof came up with them. He turned to face Peter just as he was bent over Gwen and freeing her from the rest of her restraints, but before he hurled his tentacles at his foe again, a look of painful agitation came over his face. His tentacles shook all over as if they were shivering.

"Masquerade time is over," Peter said as he helped Gwen to her feet and got her behind him. "Your arms look like Dr. Octopus' mechanical arms, but they're organic or you wouldn't be in pain from the dichloromethane I mixed with my web-fluid. That's right, it's paint remover irritating your skin, shape-shifter or whatever you are. And the longer it's stuck all over your tentacles, the sooner you're going to want to surrender and take a nice long bath in prison."

As the man who looked like Dr. Octopus gave voice to his irritation with a long growl, Peter whispered, "Move for that door, now!"

Gwen whispered back, "I can't, he jammed the door when we got here."

Sure enough, Peter glanced at the door to the building's stairwell and saw that the door frame hand been bent and wedged tight against the door. He could pry it free, but that would take seconds more than his foe would likely give him. "Find cover for another minute!" Peter whispered back before he launched himself toward his foe.

On the street below, police cars from the Queens force were starting to show up in answer to George Stacy's summons. A barricade was being erected around the building -- standard procedure during a superhero-supervillain rooftop battle. While many people on the scene looked up with curiosity, it seemed only George Stacy looked especially nervous about what was going on up there. When he did happen to glance into the crowd, he drew his .32 revolver as fast as he could. He moved past the barricade to intercept the mild-looking, overweight, middle-aged man who just slipped past the barricade himself and was heading for the front door. "Octavius, freeze!" Stacy shouted.

Otto Octavius turned to calmly and quietly face the revolved pointed at him in old but steady hands.

Other officers were converging on them, but Stacy shooed them away. "I'll deal with him," Stacy said. "You just keep everyone far back from the barricades." He returned his attention fully to Octavius and slowly advanced towards him. "Where are you going, Octavius?" he asked. "Is that your partner up there?"

"I don't know who that is," Octavius said, slowly raising his hand to adjust his glasses. He then looked up as the sounds of the battle above reached them. "But I have to find out."

There were moments for Peter when he felt like the world was moving in slow motion around him. Sadly, those moments usually meant he had a mild concussion. He could not feel the fatigue of moving so fast and dodging so hard. It was almost an out-of-body experience, watching himself kick flailing tentacles away and landing punches on the man who looked like Dr. Octopus (who was too tough to go down even from Peter's best punches). At least this Dr. Octopus was being kept on the defensive. Whenever he started to fight better, Peter sprayed more chemically-treated webbing on him to slow him down. The fake Doc Ock was growling in anger and discomfort.

"Nice growl, Mister!" Peter quipped. "Now bark like a dog!" Peter knew from experience how to wear down a foe, just as he knew how to tap inner strength and keep fighting and not give up. His web-shooters were almost empty. He could not lose this fight, especially with Gwen's life at stake. He could imagine what might happen to Gwen if this villain found her hiding on the far side of the roof once he took down Peter. Peter could only hope he was giving better than he was getting and that he would knock down this Doc Ock soon. Peter was close enough to land two punches right in his face before a tentacle brushed him away again.

"You don't need to get involved," Stacy told Dr. Octavius as he moved in much closer, his weapon still trained on the unimpressive-looking, unarmed man, fully aware that this was the most dangerous man George Stacy had ever personally faced down. "If it looks like you're an accomplice, you might have to leave the sanitarium for prison again."

"But I have to know," Dr. Octavius said. "Am I cured of being Dr. Octopus forever? Is the man up there the man I had become, somehow separated from me?"

"That sounds like a lot of science fiction to me," Stacy said.

"Yes, and yet here I am, an outlaw and convicted criminal for having committed crimes with the aid of mechanical arms I could mentally control. Perhaps you can explain to me where science ends and fiction begins. Or perhaps--" Dr. Octavius had waited patiently until George Stacy was standing too close, reached up, and snatched the gun away. He grabbed Stacy and pulled him in close, pointing the gun to his hostage to ward off the other police officers who had formed up in a half-ring around him behind Stacy. "Perhaps you can explain how you thought my reaction time would be as slow as yours, old man, or how you miscalculated and thought my mind was addled to the point where you could talk me into surrendering to you without a fight."

"Keep back, everyone," Stacy said, as if he were still in control of the situation. "Octavius," he said in a quieter voice, "you're not going to find the answers up there. Who you are now – who you choose to be – is a choice you make inside you. The monster up there isn't you, can't be you, if you choose for it not to be."

Dr. Octavius was about to say something like, "Meddlesome dullard," but hesitated. There was something about Stacy's words that, while clearly meant to distract and delay him, somehow also rang true deep inside him.


	4. Chapter 4

Unable to score a direct hit after minutes of trying, Doc Ock was screaming with blind rage

Unable to score a direct hit after minutes of trying, Doc Ock was screaming with blind rage. His tentacles extended longer, increasing his reach, and swung about at a dizzying speed. Wherever the tentacles struck the rooftop, the concrete debris would fly into the air or collapse into the floor below. Peter was struck with the frightening observation that Doc Ock might actually be stronger than he had appeared before and had perhaps been holding back in their earlier fights. Perhaps it was bound to happen eventually, but one of the lashing tentacles finally struck the wide, brick chimney Gwen had been hiding behind. She cried out as bricks grazed her and knocked her down and this drew Doc Ock's attention to her. Before he could act, though, the roof beneath his feet shifted as the entire corner of the building on which he stood began to break away. Doc Ock looked quickly between the roof, Spider-Man, and his former prisoner, formulating a new strategy.

Peter thought he could anticipate that strategy and angrily shouted, "No!" as he gave a running kick to the crumbling section of roof just as it started to lift away from the surrounding surface.

Doc Ock's tentacles had been reaching for Gwen, but withdrew and fumbled to catch hold of the remaining roof as the floor was literally kicked out from underneath him. Two tentacles anchored to the roof, digging deep into the concrete with their powerful pincers, but the other two flailed wildly as Doc himself struggled to maintain his balance.

Peter pressed his advantage, moving in fast and pummeling Doc Ock in the face, chest, and stomach as fast and as often as he could, hoping to do some serious damage before his foe could bring his defenses to bear again. All the time, Peter remained oblivious to the debris he had just rained down on the street below.

Stacy and Octavius both saw the falling rubble at about the same time. Knowing he had maybe a second to act before the hundreds of pounds of concrete struck them, Stacy tried to push Octavius out of the way, but Dr. Octavius was stronger of the two of them and he shoved Stacy clear instead. Octavius seemed to just stand there defiantly – with even a hint of a smile on his lips? – as the deadly debris crushed down on his body.

Above, Peter kept Doc Ock off-balance with a ferocious pummeling. Then, balanced on just two tentacles still in contact with the roof, Doc Ock retracted his other two tentacles to bring them into close-range combat. Peter left himself open to a punch that felt like it almost went through his chest, but held his ground and, instead of defending himself, shot web-lines to each of the anchoring tentacles. When Peter pulled on the tentacles with all his might and made them slip from their grip on the rooftop, Doc Ock realized too late he had been pushed off the edge of the roof and only those two tentacles had kept him from falling, until now. Doc Ock was suddenly gravity's victim as he tumbled down the side of the building, tearing his tentacles through glass and steel to slow his descent and sending more debris down below him.

Peter dove after to pursue and could see the deadly rain of debris their battle had been spilling towards pedestrians below. He had one option he could think of to stop the destruction Doc Ock was causing to prevent his call. Peter grabbed tight to the web-lines still trailing up behind Doc Ock's tentacles, planted his feet firmly on the side of the building, and swung Doc Ock. He swung Doc away from the wall and up in a wide arc over his own head and then let go as Doc's momentum and trajectory carried him away from the building. Doc Ock had not recovered fast enough to anchor himself with his tentacles again until he was passing the next building over. He turned to face Spider-Man, but glanced down at the street first. And then, amazingly, he turned away and fled, his tentacles punching "footprints" in the side of the building as he did so.

Peter was not sure he still had the advantage if he pressed his attack, but it was not really an option now that he had an opening to rescue Gwen. He jumped back onto the rooftop and called to her. Gwen slowly crept out of her hiding place and then ran to Peter. "Hold tight and don't look down!" Peter told her as he put his arm around her and jumped back over the side of the building. Peter ran straight down the side of the building to the street below. Halfway down, he thought he could recognize two of the figures in the debris down below. When he was two floors above them, he was positive.

Gwen had stopped listening to Peter's advice and started looking down in time to positively identify the figures below. "Dad!" she cried.

George Stacy was lying on the street with the lower half of his body buried under steel and concrete. His torso was cut by glass and bleeding. Police officers stood impotently around him.

Peter knew he could do something. He let go of Gwen when they were just above the ground, jumped over to where Stacy was lying, and heaved the heavy debris off of his legs. Gwen came running over as he sat the debris down beside them.

"Daddy! Daddy!" Gwen cried. "Are you alright? Please be alright!"

"He's breathing," one of the nearby officers said, "but he's hurt pretty bad."

Peter felt he had to do something fast. He could hear more sirens in the distance, but it would take minutes for paramedics to reach the scene. He bent down to scoop up his father-in-law.

"Wait!" Gwen cried out, blocking Peter's arms with her own. "Don't move him! That could hurt him more!"

Peter felt like a fool. He should have known better than to try to move someone that badly injured. He could have killed George doing that! His only excuse was that it was hard for him to think after the beating he had just taken. Slowly, he became aware that he was overhearing another conversation from behind him and heard the word "Octavius." That was when he remembered who else he had identified in the rubble. It only took Peter a second longer to clear the debris off of Dr. Otto Octavius, but the damage the debris had done was much more obvious. Somehow, Otto was still conscious, but it did not look like he would remain that way long.

"Spider-Man," Otto Octavius said so quietly he could barely be heard over the approaching sirens. "I did not…die…a monster…"

Peter could only silently agree as Otto Octavius breathed his last.

Now he could hear Gwen sobbing behind him over the body of her father. Stacy was not gone yet, but the future was too terribly uncertain.

"Spider-Man," an officer said with sadness in his voice, but his pistol in his hand just in case, "we'll need to hold you for questioning."

"No," Gwen said loudly. "Question me. I witnessed everything that went on up there. Just catch that killer, Spider-Man!"

Peter looked lovingly to his wife, wishing Gwen could see how proud he was of her under his full-face mask. He ignored some calls from the police for him to halt and bounded back up the building he had just ran down and then hopped over to the building on which he had last seen Doc Ock. There was no familiar tingle from his "spider-sense", though, and the trail of "footprints" only crossed to the corner of the building and then disappeared. Peter looked all around for his shape-shifting foe, but "Doc Ock" had somehow found another way to slip away once he was no longer in sight of anyone.

"You can run…" Peter said out loud, slamming his fist against the wall of the building out of frustration.

There was no time to look for Doc Ock that night, as Peter and Gwen were needed at their father's bedside at North Central Bronx Hospital. George Stacy was still listed in serious condition, but the doctor had told Peter and Gwen that this was a conservative diagnosis and there was a chance George could regain consciousness soon. The worst damage had been done to his legs. George Stacy would never walk again.

Peter and Gwen sat by the bedside, looking at the man they both admired and holding hands to share each other's strength. They had not spoken in the last 30 minutes. There was nothing that needed saying.

Suddenly, George started to stir and Peter and Gwen both shot up out of their chairs to stand closer by his side.

"Daddy…?" Gwen asked slowly and quietly, as if afraid the word would hurt the delicate man who had once been her pillar of strength before Peter came along.

George Stacy blinked open his eyes and looked up at the ceiling for a moment. Slowly, his eyes began to search the room around him and found Gwen and Peter looking back at him with eyes that fought back tears. "…What happened?" George finally managed to ask with a weak voice.

"Otto Octavius sacrificed himself pushing you out of the way," Peter said grimly. "You were badly hurt, but you're going to be fine," he added, making sure to betray no sign to George yet that the doctor had pronounced he might never walk again.

Gwen just smiled at her father, afraid that if she said anything she would burst into tears and tell him everything.

"When I saw what would happen…thought I was going to die…" George said, "I decided I should have told you both something a long time ago. Peter, take good care of Gwen… and keep her safe from the foes you fight when you're in costume."

Both Peter and Gwen almost reeled from the shock. "You mean—" Peter said first, "you've known all along?"

"What kind of detective would I have been if I hadn't figured it out?" George said with a proud grin.

"I'm – we're so sorry we kept it from you," Gwen said, suddenly crying as she had feared.

"It's okay," George said. "It was a mighty important secret. I'm so proud of you, Gwen. Proud that you chose someone as important as Peter here to love and take care of long after I'm gone. Peter, sometimes your brand of vigilantism is a bane to police work as much as it's a boon, but I'm still awful proud of you and all the good you've done."

"Thanks, Dad," Peter said, bursting with pride as he held the hand of the only father figure he had known since Uncle Ben died.

"I love you, Daddy," Gwen said as she bent over the man who meant as much to her as Peter did and gave him a hug.


End file.
